Exhibit 10.32
 EXECUTION COPY
 AMENDED AND RESTATED EMPLOYMENT AGREEMENT
 Agreement Company Executive
 Preceding Employment Agreement Hillman
   Employment Section 4(a) Employment Period
 Position and Duties




---



##### 



provided
 Subsidiaries Person
 Compensation and Benefits
 Base Salary
 2




---



##### 



Term
 Initial Term Expiration Date provided
 3




---



##### 



Section 3(b) Section
3(c)
 Section 3(b)
  Section
4(d)(ii)
 4




---



##### 



Section
4(d) Section 3(c) Section
3(b) provided Section
4(d)(i)(C) Exhibit A Sections 6 7 Section 4(d)(i)(A) Section 4(d)(i)(A) Section 5 Section 4(d)(i)(B) Section 4(d) Termination Bonus Amount
 Sections 4(d)(i)(A) and
(B) Section 3(b) Section 4(e) Exhibit
A Change of Control
 5




---



##### 



provided provided further 409A Change of Control Public Offering Section 4(e) Section 4(d)
 Sections 4(d) 4(e)
   Cause Sections 6 7
 Good Reason Sections 3 4 HCI Stockholders Agreement
 Disability
 6




---



##### 



Section 409A Compliance
 Code Section 409A
   Release Effective Date
  7




---



##### 



e.g.
  Confidential Information
 Obligation to Maintain Confidentiality Confidential Information
 8




---



##### 



Section 6(b) Section 6(c)
 Third Party Information Third
Party Information Section 6(a)
 Intellectual Property, Inventions and Patents Work
Product
 Non-Compete, Non-Solicitation
 Non-Compete and
 9




---



##### 



or or or
 Non-Solicitation
 Scope of Restrictions Section 7
 10




---



##### 



Equitable Relief Section 7 Section 7 Section 7
 Executives Representations Section 7 Section 7 Section 7
 Survival Sections 4(b) 22
 Notices
  11




---



##### 



Severability
 Complete Agreement
 12




---



##### 



No Strict Construction
 Counterparts
 Successors and Assigns
 Choice of Law
 Amendment and Waiver
 Insurance
 Indemnification and Reimbursement of Payments on Behalf of Executive Taxes
 13




---



##### 



MUTUAL WAIVER OF JURY TRIAL
 Corporate Opportunity Corporate Opportunities
 Executives Cooperation
 Directors and Officers Liability Insurance
  14




---



##### 



THE HILLMAN GROUP, INC./s/ Max W. HillmanBy:
    
    Max W. HillmanIts:
    
    Chief Executive Officer/s/ James P. WatersJames P. Waters




---



##### 



EXHIBIT A   GENERAL RELEASE
 Company Agreement Released Parties
 1.
    
    I understand that any payments or benefits paid or granted to me under Sections 4(d)
and 4(e) of the Agreement represent, in part, consideration for signing this General
Release and are not salary, wages or benefits to which I was already entitled. I understand
and agree that I will not receive the payments and benefits specified in paragraph
Sections 4(d) and 4(e) of the Agreement unless I execute this General Release
and do not revoke this General Release within the time period permitted hereafter or breach
this General Release. I also acknowledge and represent that I have received all payments and
benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by
the Company.2.
    
    Except as provided in paragraph 4 below and except for the provisions of my Agreement which
expressly survive the termination of my employment with the Company, I knowingly and
voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever
discharge the Company and the other Released Parties from any and all claims, suits,
controversies, actions, causes of action, cross-claims, counter-claims, demands, debts,
compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims
for costs and attorneys fees, or liabilities of any nature whatsoever in law and in equity,
both past and present (through the date this General Release becomes effective and
enforceable) and whether known or unknown, suspected, or claimed against the Company or any of
the Released Parties which I, my spouse, or any of my heirs, executors, administrators or
assigns, may have, which arise out of or are connected with my employment with, or my
separation or termination from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the
Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act
of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law,
or under any other local, state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any policies, practices or
procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction
of emotional distress, defamation; or any claim for costs,




---



##### 



fees, or other expenses, including attorneys fees incurred in these matters) (all of the
foregoing collectively referred to herein as the Claims).3.
    
    I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.4.
    
    I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any
claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).5.
    
    In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the
event I should bring a Claim seeking damages against the Company, or in the event I should
seek to recover against the Company in any Claim brought by a governmental agency on my
behalf, this General Release shall serve as a complete defense to such Claims. I further agree
that I am not aware of any pending charge or complaint of the type described in paragraph 2 as
of the execution of this General Release.6.
    
    I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.7.
    
    I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I
challenge the validity of this General Release. I also agree that if I violate this General
Release by suing the Company or the other Released Parties, I will pay all costs and expenses
of defending against the suit incurred by the Released Parties, including reasonable
attorneys fees, and return all payments received by me pursuant to the Agreement.8.
    
    I agree that this General Release is confidential and agree not to disclose any information
regarding the terms of this General Release, except to my immediate family and any tax, legal
or other counsel I have consulted regarding the meaning or effect hereof or as required by
law, and I will instruct each of the foregoing not to disclose the same to anyone.
Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and
person acting on behalf of any such party) agree that each party (and each employee,
representative, and other agent of such party) may disclose to any and all
 A-2




---



##### 



persons, without limitation of any kind, the tax treatment and tax structure of this
transaction contemplated in the Agreement and all materials of any kind (including opinions
or other tax analyses) that are provided to such party or such person relating to such tax
treatment and tax structure, except to the extent necessary to comply with any applicable
federal or state securities laws. This authorization is not intended to permit disclosure
of any other information including (without limitation) (i) any portion of any materials to
the extent not related to the tax treatment or tax structure of this transaction, (ii) the
identities of participants or potential participants in the Agreement, (iii) any financial
information (except to the extent such information is related to the tax treatment or tax
structure of this transaction), or (iv) any other term or detail not relevant to the tax
treatment or the tax structure of this transaction.9.
    
    Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental
entity.10.
    
    I agree to reasonably cooperate with the Company in any internal investigation, any
administrative, regulatory, or judicial proceeding or any dispute with a third party. I
understand and agree that my cooperation may include, but not be limited to, making myself
available to the Company upon reasonable notice for interviews and factual investigations;
appearing at the Companys request to give testimony without requiring service of a subpoena
or other legal process; volunteering to the Company pertinent information; and turning over to
the Company all relevant documents which are or may come into my possession all at times and
on schedules that are reasonably consistent with my other permitted activities and
commitments. I understand that in the event the Company asks for my cooperation in accordance
with this provision, the Company will reimburse me solely for reasonable travel expenses,
(including lodging and meals), upon my submission of receipts.11.
    
    I agree not to disparage the Company, its past and present investors, officers, directors or
employees or its affiliates and to keep all confidential and proprietary information about the
past or present business affairs of the Company and its affiliates confidential unless a prior
written release from the Company is obtained. I further agree that as of the date hereof, I
have returned to the Company any and all property, tangible or intangible, relating to its
business, which I possessed or had control over at any time (including, but not limited to,
company-provided credit cards, building or office access cards, keys, computer equipment,
manuals, files, documents, records, software, customer data base and other data) and that I
shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any
such manuals, files, documents, records, software, customer data base or other data.12.
    
    Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any rights or claims arising out of any breach
by the Company or by any Released Party of the Agreement after the date hereof.
 A-3




---



##### 



13.
    
    Whenever possible, each provision of this General Release shall be interpreted in, such
manner as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
  (a)
    
    I HAVE READ IT CAREFULLY;(b)
    
    I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT
NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE
AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED;(c)
    
    I VOLUNTARILY CONSENT TO EVERYTHING IN IT;(d)
    
    I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR,
AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;(e)
    
    I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS
FINAL FORM ON  ___, ___TO CONSIDER IT AND THE CHANGES MADE SINCE THE
 ___, ___VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE
REQUIRED 21-DAY PERIOD;(f)
    
    THE CHANGES TO THE AGREEMENT SINCE  ___, ___EITHER ARE NOT MATERIAL OR WERE
MADE AT MY REQUEST.(g)
    
    I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT
THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS
EXPIRED;(h)
    
    I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY
COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND(i)
    
    I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR
MODIFIED EXCEPT BY AN INSTRUMENT
 A-4




---



##### 



IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.
 DATE: 
December 21, 2008
    
    /s/ James P. Waters

James P. Waters
 A-5